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HomeMy WebLinkAbout03.c. New Administrative Services Agreements with MissionSquare Retirement, Central San's Deferred Compensation Plan RecordKeeper for an Additional Five YearsPage 1 of 53 Item 3.c. MEETING DATE: SUBJECT SUBMITTED BY: BOARD OF DIRECTORS POSITION PAPER MARCH 21, 2023 REVIEW DRAFT POSITION PAPER AUTHORIZING EXECUTION OF NEW ADMINISTRATIVE SERVICES AGREEMENTS WITH MISSIONSQUARE RETIREMENT, CENTRAL SAN'S DEFERRED COMPENSATION PLAN RECORDKEEPER FOR AN ADDITIONAL FIVE YEARS INITIATING DEPARTMENT: KEVIN MIZUNO, FINANCE MANAGER ADMINISTRATION -FINANCE REVIEWED BY: TEJI O'MALLEY HUMAN RESOURCES AND ORGANIZATIONAL DEVELOPMENT MANAGER PHILIPLEIBER, DIRECTOR OF FINANCE AND ADMINISTRATION ISSUE Adoption of new administrative services agreements with MissionSquare Retirement are required for a five-year period spanning January 1, 2023, through December 31, 2027 for the following plans: (1) 457(b) and 401(a) plans, (2) 457(b) part-time plan (social security replacement), and (3) Retirement Health Savings plans. BACKGROUND Central San established a Deferred Compensation Plan under Section 457(b) of the Internal Revenue Code in May 1976 after voluntarily withdrawing from the Social Security System. The 457 Plan is overseen by a Deferred Compensation Advisory Committee (DCAC), which was established by the Board of Directors in 1982. 1 n 2013, the Board authorized an Administrative Services Agreement with I CMA-RC (now renamed "MissionSquare Retirement") to be its sole recordkeeper for the Deferred Compensation Plan, which collectively includes the 457(b) deferred compensation plan, the 401(a) money purchase plan, and the Health Reimbursement Arrangement (HRA) plans (which are administered through a Retirement Health Savings structure by MissionSquare). Overall, MissionSquare has been a partner with Central San as a recordkeeper since 1993 (30 years). The latest administrative services agreements with Central San's Deferred Compensation Plan recordkeeper, MissionSquare Retirement, expired on December 31, 2021, and continues with the same terms in an "evergreen state" until a new agreement is adopted. The expiration of the agreement, in addition to the DCAC's development of a new core lineup in 2022, prompted staff to begin the process of negotiating terms to be included in new extended agreements. March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 83 of 142 Page 2 of 53 Coinciding with the evaluation of the new administrative services agreements with MissionSquare, over the past two years the DCAC has been working to improve the Deferred Compensation Plan in various ways including, but not limited to, the following most significant efforts: • Designing, evaluating, and implementing the Deferred Compensation Plan Board Policy (BP 047) specifying the differing powers and roles of Central San's Board of Directors, the General Manager, the DCAC, and the Plan Administrator as it relates to the Deferred Compensation Plan; • Designing, evaluating, and implementing Deferred Compensation Plan Administrative Procedures (AP 047) outlining administrative rules and processes related to the internal administration of the Deferred Compensation Plan and its DCAC; • Soliciting, evaluating, and hiring an ERI SA 3(21) Non -Discretionary Plan fiduciary advisor (NFP) to improve fiduciary oversight over the Deferred Compensation Plan; and • Development and implementation of a robust Investment Policy Statement specifying authorized investment options to be included in the plan and nature, timing, and frequency on how investment compliance and performance is evaluated; and • Designing, promoting, and rolling out a new core menu of plan investment options in accordance with best practices issued by the National Association of Government Defined Contribution Administrators (NAGDCA); and • Updating of recordkeeping platform to provide participants with the opportunity to receive ongoing technological advancements in the industry through an open architecture framework. The new administrative services agreements with MissionSquare proposed for Board adoption covers the five-year timeframe of January 1, 2023, through December 31, 2027. The agreement incorporates current and future anticipated needs of Central San based on the latest developments of the DCAC outlined previously. This includes the following significant changes: • Reduction in fiduciary training provided for the DCAC, which is now primarily provided by the DCAC's independent 3(21) fiduciary advisors; • Elimination of quarterly DCAC plan investment performance reviews, which is now provided by the DCAC's independent 3(21) fiduciary advisors; • Reduction in record keeping fees to reflect the new core menu investment lineup reflecting an "efficient fund menu design" as recommended by the NAGDCA as well as the slight reduction in DCAC support services; • Modification in administrative allowance account buildup methodology to reflect reduced anticipated administrative needs over the term of the agreement; • Slight reduction in on -site needs for advisory and training services based on the successful expansion of online participant meetings over the past two years, and • Inclusion of various performance guaranties with specified penalties for non-performance developed with Central San's 3(21) advisor using grantees of like governmental plans. March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 84 of 142 Page 3 of 53 ALTERNATIVES/CONSIDERATIONS The Board could reject the agreements in favor of continuing the existing administrative services agreements with MissionSquare. This is not recommended as the old agreements do not reflect the current and future anticipated needs of Central San's plan participants or the DCAC and also does not reflect the more favorable fee structure associated with the new core investment menu design anticipated to go into effect in April 2023. The Board could also reject the proposed administrative services agreements in favor of staff issuing a request for proposal (RFP) for record keeping services in an effort to obtain better more competitive pricing. This is not recommended as the DCAC has already undergone extensive efforts with its 3(21) independent fiduciary advisor to design an improved and more competitively priced core investment menu, which includes improved negotiated pricing with MissionSquare for record keeping services as well as its core value cash fund, which will continue to remain in the core fund lineup. Following these efforts, staff does not expect an RFP for record keeping services to yield significant savings beyond what is already being proposed. On the contrary, the administrative burden and cost of transitioning to a new record keeper immediately following the rollout of significant core menu lineup changes is expected to exceed anticipated benefits. FINANCIAL IMPACTS Central San will not incur any direct financial impacts through the adoption of new administrative services agreements with MissionSquare as administrative costs are borne solely by plan participants, which is common for large to mid -size supplemental retirement plans. The terms reflected in the new recordkeeping agreement are expected to generate savings for plan participants through a reduced administrative services account revenue requirement as well as reduced overall fund expense ratios associated with the Plan's new core investment lineup. As highlighted in the 2022 Annual DCAC Report delivered to the Board on March 2, 2023, using January 2023 assets as a baseline, total savings to 457b and 401 a plan participants is estimated to be approximately $1.675 million over five years. COMMITTEE RECOMMENDATION The Finance Committee reviewed this matter at its March 21, 2023 meeting and recommended RECOMMENDED BOARD ACTION Staff recommends the Board authorize execution of a new administrative services agreement for Deferred Compensation Plan record keeping services spanning the five-year timeframe January 1, 2023, through December 31, 2027. March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 85 of 142 Page 4 of 53 Strategic Plan Tie -In GOAL THREE: Workforce Diversity and Development Strategy 3 - Retain skilled workers by investing in resources and opportunities for all employees to grow and thrive GOAL FOUR: Governance and Fiscal Responsibility Strategy 1 - Promote and uphold ethical behavior, openness, and accessibility, Strategy 3 - Maintain financial stability and sustainability ATTACHMENTS: 1. MissionSquare 457b and 401 a ASA 2. MissionSquare 457b Part -Time -Temp Employee ASA 3. MissionSquare RHS ASA March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 86 of 142 Paqe 5 of 53 ADM INISTRATIVE SERVICES AGREEMENT for Central Contra Costa Sanitary District Type: 457 Account #: 303896 Type: 401 Account #: 109623 MissiaoinSquare RETIREMENT March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 87 of 142 Page 6 of 53 Attachment 1 ADM IN ISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement ("Agreement"), made as of this day, (please enter date) , (herein referred to asthe "Inception Date"), between the International City Management Association Retirement Corporation doing business as MissionSquare Retirement ("MissionSquare"), a nonprofit corporation organized and existing under the lawsof the State of Delaware, and the Central Contra Costa Sanitary District ("Employer"), an Entity organized and existing under the laws of the State of California with an office at 5019 Imhoff Place, Martinez, California 94553. RECITALS Employer acts as public plan sponsor of a retirement plan ("Plan"), and in that capacity, has responsibility to obtain administrative services and investment alternatives for the Plan; VantageTrust is a group trust established and maintained in accordance with New Hampshire Revised Statutes Annotated section 391:1 and Internal Revenue Service Revenue Puling 81-100, 1981-1 C.B. 326, which provides for the commingled investment of retirement funds; MissionSquare, or itswholly owned subsidiary, actsas investment adviser to VantageTrust Company, LLC, the Trustee of VantageTrust; MissionSquare hasdesigned, and VantageTrust Company offers, a series of separate funds (the "Funds") for the investment of plan assets as referenced in the Funds' principal disclosure documents, the Disclosure Memorandum and the Fact Sheets (together, "MissionSquare Disclosures"); and MissionSquare provides a range of services to public employers for the operation of employee retirement plans including, but not limited to, communications concerning investment alternatives, account maintenance, account recordkeeping, investment and tax reporting, transaction processing, and benefit disbursement. MissionSquare Retirement Agreement 1 of 21 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 88 of 142 Page 7 of 53 Attachment 1 Plan numbers 303896, 109623 AGREEM ENTS 1. Appointment of MissionSquare Employer hereby appoints MissionSquare as administrator of the Plan to perform all no nd iscretio nary functions necessary for the administration of the Plan. The functionsto be performed by MissionSquare shall be those set forth in Exhibit A to this Agreement. 2. Adoption of VantageTrust Employer has adopted the Declaration of Trust of VantageTrust Company and agrees to the commingled investment of assets of the Plan within VantageTrust. Employer agreesthat the investment, management, and distribution of amounts deposited in VantageTrust shall be subject to the Declaration of Trust, as it may be amended from time to time and shall also be subject to termsand conditions set forth in disclosure documents (such as the MissionSquare Disclosures or Employer Bulletins) asthose termsand conditions may be adjusted from time to time. 3. Exclusivity Agreement Employer agrees that for the initial or succeeding term of this Agreement specified in Section 11, so long as MissionSquare continues to perform in all material respects the services to be performed by it under this Agreement, Employer shall not obtain plan administration from anyone other than MissionSquare. Employer acknowledges that MissionSquare has agreed to the compensation to be paid to MissionSquare under this Agreement in the expectation that MissionSquare will be able to offset costs allocable to performing this Agreement with revenues arising from Employer's exclusive use of MissionSquare at the rates provided herein throughout the initial or succeeding term. 4. Employer Duty to Furnish Information Employer agrees to furnish to MissionSquare on a timely basis such information as is necessary for MissionSquare to carryout its responsibilitiesasAdministrator of the Plan, including information needed to allocate individual participant accountsto Funds in VantageTrust, and information asto the employment status of participants, and participant ages, addresses, and other identifying information (including tax identification numbers). Employer also agreesthat it will notify MissionSquare in a timely manner regarding changes in staff as it relates to various roles. Such notification is to be completed through the plan sponsor website. MissionSquare shall be entitled to rely upon the accuracy of any information that isfurnished to it by a responsible official of the Employer or MissionSquare Retirement Agreement 2 of 21 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 89 of 142 Page 8 of 53 Attachment 1 Plan numbers 303896, 109623 any information relating to an individual participant or beneficiary that is furnished by such participant or beneficiary, and MissionSquare shall not be responsible for any error arising from its reliance on such information. MissionSquare will provide reports, statements and account information to the Employer through the plan sponsor web site. Employer is required to send in contributions through the plan sponsor web site. Alternative electronic methods may be allowed but must be approved by MissionSquare for use. Contributions may not be sent through paper submittal documents. To the extent Employer selects third -party funds that do not have fund profile information provided to MissionSquare through electronic data feeds from external sources (such as Morningstar) or third -party fund providers, the Employer is responsible for providing to MissionSquare timely fund investment updates for disclosure to Plan participants. Such updates maybe provided to MissionSquare through the Employer's investment consultant or other designated representative. 5. MissionSquare Representations and Warranties MissionSquare represents and warrants to Employer that: (a) MissionSquare is a non-profit corporation with full power and authority to enter into this Agreement and to perform its obligations under this Agreement. The ability ofMissionSquare, or its wholly owned subsidiary, to serve as investment adviser to VantageTrust Company is dependent upon the continued willingness of VantageTrust Company for MissionSquare, or its wholly owned subsidiary, to serve in that capacity. (b) MissionSquare is an investment adviser registered as such with the zow�sU.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. (c)(i) MissionSquare shall maintain and administer the 457(b) Plan in accordance with the requirements for eligible deferred compensation plans under Section 457 of the Internal Revenue Code and other applicable federal law; provided, however, that MissionSquare shallnotbe responsible forthe eligible status ofthe 457(b) Plan in the event that the Employer directs MissionSquare to administer the 457(b) Plan or disburse assets in a manner inconsistent with the requirements of Section 457 or otherwise causes the 457(b) Plan not to be carried out in accordance with its terms. Further, in the event that the Employer uses its own MissionSquare Retirement Agreement 3 of 21 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 90 of 142 Page 9 of 53 Attachment 1 Plan numbers 303896, 109623 customized plan document, MissionSquare shall not be responsible for the eligible status of the 457(b) Plan to the extent affected by terms in the Employer's plan document that differ from those in MissionSquare's model plan document. MissionSquare shallnotbe responsible formonitoring state orlocallaw applicable to retirement plans or for administering the 457(b) Plan in compliance with local or state requirements regarding plan administration unless Employer notifies MissionSquare ofany such local or state requirements. (c)(ii) MissionSquare shall maintain and administer the 401(a) Plan in accordance with the requirements for plans which satisfy the qualification requirements of Section 401 of the Internal Revenue Code and other applicable federal law; provided, however, MissionSquare shall not be responsible for the qualified status of the 401(a) Plan in the event that the Employer directs MissionSquare to administer the 401(a) Plan or disburse assets in a manner inconsistent with the requirements of Section 401 or otherwise causes the 401(a) Plan not to be carried out in accordance with its terms; provided, further, that if the plan document used bythe Employer contains terms that differ from the terms of MissionSquare's model plan document, MissionSquare shall not be responsible for the qualified status of the 401(a) Plan to the extent affected bythe differing terms in the Employer's plan document. MissionSquare shallnotbe responsible formonitoring state or local law applicable to retirement plans or for administering the 401(a) Plan in compliance with local or state requirements regarding plan administration unless Employer notifies MissionSquare of any such local or state requirements. 6. Employer Representations and Warranties Employer represents and warrants to MissionSquare that: (a) Employer is organized in the form and manner recited in the opening paragraph of this Agreement with full power and authority to enter into and perform its obligations under this Agreement and to act for the Plan and participants in the manner contemplated in this Agreement. Execution, delivery, and performance of this Agreement will not conflict with any law, rule, regulation or contract by which the Employer is bound or to which it is a party. (b) Employer understands and agrees that MissionSquare's sole function under this Agreement is to act as recordkeeper and to MissionSquare Retirement Agreement 4 of 21 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 91 of 142 Page 10 of 53 Attachment 1 Plan numbers 303896, 109623 provide administrative, investment or other services at the direction of Plan participants, the Employer, its agents or designees in accordance with the terms of this Agreement. Under the terms of this Agreement, MissionSquare does not render investment advice, is neither the "Plan Administrator" nor "Plan Sponsor" as those terms are defined under applicable federal, state, or local law, and does not provide legal, tax or accounting advice with respect to the creation, adoption or operation of the Plan and its related trust. MissionSquare does not perform any service under this Agreement that might cause MissionSquare to be treated as a "fiduciary" of the Plan under applicable law, except, and only, to the extent that MissionSquare provides investment advisory services to individual participants enrolled in Guided Pathways Advisory Services. (c) Employer acknowledges and agrees that MissionSquare does not assume any resp onsib ility with respect to the selection orretention of the Plan's investment options. Employer shall have exclusive responsibility for the Plan's investment options, including the selection of the applicable mutual fund share class. Where applicable, Employer understands that the MissionSquare Retirement IncomeAdvantage Fund is an investment option for the Plan and that the fund invests in a separate account available through a group variable annuity contract. By entering into this Agreement, Employer acknowledges that it has received the Important Considerations document and the MissionSquare Disclosures and that it has read the information therein concerning the MissionSquare Retirement IncomeAdvantage Fund. (d) Employer acknowledges that certain such services to be performed by MissionSquare under this Agreement may be performed by an affiliate or agent of MissionSquare pursuant to one or more other contractual arrangements or relationships, and that MissionSquare reserves the right to change vendors with which it has contracted to provide services in connection with this Agreement without prior notice to Employer. (e) Employer approves the use of its Plan in MissionSquare external media, publications and materials. Examples include press releases announcements and inclusion of the general plan information in request for proposal responses. MissionSquare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 92 of 142 5of21 Page 11 of 53 Attachment 1 Plan numbers 303896, 109623 7. Participation in Certain Proceedings The Employer hereby authorizes MissionSquare to act as agent, to appear on its behalf, and to join the Employer as a necessary party in all legal proceedings involving the garnishment of benefits or the transfer of benefits pursuant to the divorce or separation of participants in the Plan. Unless Employer notifies MissionSquare otherwise, Employer consents to the disbursement by MissionSquare of benefits that have been garnished or transferred to a former spouse, current spouse, or child pursuant to a domestic relations order or child support order. 8. Compensation and Payment (a) Participant Fees. Plan participant accounts shall be assessed an asset -based fee to cover the costs of record -keeping and other services provided by MissionSquare, and other costs associated with the Plans as directed by the Employer. The Employer shall work with MissionSquare to determine the appropriate amount of the gross asset -based fee to be charged to participant accounts, which may be increased or decreased from time to time at the direction of the Employer. At the inception of this Agreement the participant fee shall be 0.0719%. (b) Revenue Requirement. MissionSquare shall receive total annual aggregate revenue of 0.03% of Plan assets under MissionSquare's administration for providing record keeping and other services to the Plans. Such revenue shall be deducted by MissionSquare from amounts collected through the application of the asset -based fee described in section 8(a) prior to allocation of any participant level asset -based fees to the Administrative Allowance Account described is section 8(c) below. (c) Administrative Allowance Account. Amounts collected through the application of the asset -based fee described in section 8(a) above in excess of the Revenue Requirement specified in subsection 8(b) above, 0.0419%, shall be held in an Administrative Allowance Account for each Plan (that is maintained as a Plan asset by MissionSquare). Employer understandsthat the Plan administrative allowance is to be used only to pay for reasonable plan administrative expenses of the Plan or allocated to Plan participants at the instruction of the Employer. Employer may determine that funds from the Administrative Allowance Account should directly paythe invoicesof consultantsto the Plan. If Employer makes such a determination, Employer will direct MissionSquare Retirement Agreement 6 of 21 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 93 of 142 Page 12 of 53 Attachment 1 Plan numbers 303896, 109623 MissionSquare in a separate letter to send Administrative Allowance monies to such consultants. The payment will be made only from the above -referenced Plan's Administrative Allowance Account. Should the amount in the Plan's Administrative Allowance Account be insufficient to cover the fee due, MissionSquare will seek written instruction from the Plan or Plan Sponsor as to the amount to pay the consultant. For processing purposes, the consultant may submit an invoice to MissionSquare for payment of the fee; provided, however, that MissionSquare willpaythe consultant onlyas set forth above. The consultant shall have no authority to calculate the fee amount, change the frequency ofthe payment, or change the payee. Employer acknowledges and agrees that, for the purposes ofthese payments, MissionSquare is acting as the agent of the Plan. Employer also acknowledges that in following its direction MissionSquare is not exercising any discretion regarding whether the above fee payment is an appropriate or reasonable use ofPlan funds. Accordingly, Employer agrees to hold MissionSquare harmless from adverse consequences that mayresult from making such payments. (d) Revenue Received from Investment Options. Neither MissionSquare nor the Employer shall retain recordkeeping revenue received directly from investment options made available under the Plan. MissionSquare shall be compensated from fees collected from participant accounts through the application of the asset -based fee described in section 8(a) above. In the event that any Plan investment options do generate revenue from plan investments, MissionSquare shall, as directed by the Employer, credit any and all revenue back to those participant accounts A(06invested in the option in question. (e) Compensation for Management Services to VantageTrust Company, Compensation for Advisory and other Services to the MissionSquare Funds Class M and Payments from Third - Party Mutual Funds. Employer acknowledgesthat MissionSquare, or its wholly owned subsidiary, receives fees from VantageTrust Company for investment advisory services and plan and participant services furnished to VantageTrust Company. Employer further acknowledges that MissionSquare, including certain of its wholly owned subsidiaries, receives compensation for advisory and other services furnished to the MissionSquare Retirement Agreement 7 of 21 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 94 of 142 Page 13 of 53 Attachment 1 Plan numbers 303896, 109623 MissionSquare Funds Class M, which serve as the underlying portfolios ofa number ofFunds offered through VantageTrust. For a MissionSquare Fund Class R that invests substantially all of its assets in a third -party mutual fund not affiliated with MissionSquare, MissionSquare or its wholly owned subsidiary receives payments from the third -party mutual fund families or their service providers in the form of 12b-1 fees, service fees, compensation for sub -accounting and other services provided based on assets in the underlying third -party mutual fund. These fees are described in the MissionSquare Disclosures and MissionSquare's fee disclosure statement. In addition, to the extent that third party mutual funds are included in the investment line-up for the Plan, MissionSquare receives administrative fees from its third -party mutual fund settlement and clearing agent for providing administrative and other services based on assets invested in third -party mutual funds; such administrative fees come from payments made by third-p arty mutual funds to the settlement and clearing agent. (f) Redemption Fees. Redemption fees imposed by outside mutual funds in which Plan assets are invested are collected and paid to the mutual fund by MissionSquare. MissionSquare remits 100%of redemption fees back to the specific mutual fund to which redemption feesapply. These redemption feesand the individual mutual fund's policy with respect to redemption fees are specified in the prospectus for the individual mutual fund and referenced in the MissionSquare Disclosures. (g) Payment Procedures. All paymentsto MissionSquare pursuant to this Section 8 shall be made from Plan assets held by VantageTrust or received from third -party mutual funds or their service providers in connection with Plan assets invested in such third -party mutual funds, to the extent not paid by the Employer. The amount of Plan assets administered by MissionSquare shall be adjusted as required to reflect any such payments as are made from the Plan. In the event that the Employer agrees to pay amounts owed pursuant to this Section 8 directly, any amounts unpaid and outstanding after 30 days of invoice to the Employer shall be withdrawn from Plan assets. The compensation and payment set forth in this Section 8 are contingent upon the Employer's use of MissionSquare's plan sponsor website for contribution processing and submitting contribution funds by ACH or wire transfer on a MissionSquare Retirement Agreement 8 of 21 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 95 of 142 Page 14 of 53 Attachment 1 Plan numbers 303896, 109623 consistent basis over the term of this Agreement. The compensation in this Section 8 is also based on the assets of the Plan being invested in R10 shares of MissionSquare PLUS Fund and the Employer offering the MissionSquare PLUS Fund as the sole stable value option. The compensation and payment in this Section 8 will take effect in the calendar quarter following receipt at a Delivery Address (defined below the signature line)of one fully executed copyof this Ad m inistrative Services Agreement based upon the following schedule: • Agreement received by February 20 —Effective April • Agreement received by May 20 —Effective July • Agreement received by August 20 —Effective October • Agreement received by November 20 —Effective January Employer further acknowledges and agrees that compensation and payment under this Agreement shall be subject to re -negotiation in the event that the Employer (a) chooses to implement additional mutual funds that neither(i)trade via NSCC nor (ii) meet MissionSquare's daily trading operational guidelines or (b) chooses to implement investment options that are not mutual funds. 9. Indemnification MissionSquare shall not be responsible for any acts or omissions of any person with respect to the Plan or its related trust, other than MissionSquare in connection with the administration or operation of the Plan. Employer shall indemnify MissionSquare against, and hold MissionSquare harmless from, any and all loss, damage, penalty, liability, cost, and expense, including without limitation, reasonable attorney's fees, that maybe incurred by, imposed upon, or asserted against MissionSquare by reason of any claim, regulatory proceeding, orlitigation arising from anyact done or omitted to be done byany individual or person with respect to the Plan or its related trust, excepting only any and all loss, damage, penalty, liability, cost or expense resulting from MissionSquare's negligence, bad faith, or willful misconduct. 10. Term This Agreement shall be in effect and commence on the date all parties have signed and executed this Agreement ("Inception Date'). The term of this Agreement will commence on the Inception Date and extend five (5) years from that date. This Agreement will be renewed automatically for each succeeding year unless written notice of termination is provided by either party to the other no less than 60 days before the end of such Agreement year. The Employer understands and acknowledges that, in the event the Employer terminates this Agreement (or replaces the MissionSquare PLUS Fund of MissionSquare Retirement Agreement 9 of 21 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 96 of 142 Page 15 of 53 Attachment 1 Plan numbers 303896, 109623 VantageTrust as an investment option in its investment line-up), MissionSquare retains full discretion to release Plan assets invested in the MissionSquare PLUS Fund in an orderly manner over a period of up to 12 months from the date MissionSquare receives written notification from the Employer that it has made a final and binding selection of a replacement for MissionSquare as administrator of the Plan (or a replacement investment option for the MissionSquare PLUS Fund). 11. Amendments and Adjustments (a) This Agreement may be amended by written instrument signed by the p artie s. (b) MissionSquare may modify this Agreement by providing 60 days' advance written notice to the Employer prior to the effective date ofsuch proposed modification. Such modification shallbecome effective unless, within the 60-day notice period, the Employer notifies MissionSquare in writing that it objects to such modification. (c) The parties agree that enhancements may be made to administrative services under this Agreement. The Employer will be notified of enhancements through the Employer Bulletin, quarterly statements, electronic messages or special mailings. Likewise, if there are any reductions in fees, these will be announced through the Employer Bulletin, quarterly statement, electronic messages or special mailing. 12. Notices Unless otherwise provided in this Agreement, all notices required to be delivered under this Agreement shall be in writing and shall be delivered, mailed, e-mailed or faxed to the location ofthe relevant party set forth below or to such other address orto the attention ofsuch otherpersons as such partymay hereafter specify by notice to the other party. MissionSquare: Legal Department, MissionSquare, 777 North Capitol Street, N.E., Suite 600, Washington, D.C., 20002-4240 Facsi m i I e; (202) 962-4601 Employer: at the office set forth in the first paragraph hereof, or to any other address, facsimile number or e-mail address designated by the Employer to receive the same by written notice similarly g iven. Each such notice, request or other communication shall be effective: (i) if given by facsimile, when transmitted to the applicable facsimile number and there is MissionSquare Retirement Agreement 10 of 21 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 97 of 142 Page 16 of 53 Attachment 1 Plan numbers 303896, 109623 appropriate confirmation of receipt; (ii) if given by mail or e-mail, upon transmission to the designated address with no indication that such address is invalid or incorrect; or (iii) if given by any other means, when actually delivered at the aforesaid address. 13. Complete Agreement This Agreement shall constitute the complete and full understanding and sole agreement between MissionSquare and Employer relating to the object of this Agreement and correctly sets forth the complete rights, duties and obligations of each party to the other as of its date. This Agreement supersedes all written and oral agreements, communications or negotiations among the parties. Any prior agreements, promises, negotiations or representations, verbal or otherwise, not expressly set forth in this Agreement are of no force and effect. 14. Title s The headings of Sections of this Agreement and the headings for each of the attached schedules are for convenience only and do not define or limit the contents thereof. 15. Incorporation of Exhibits All Exhibits (and any subsequent amendments thereto), attached hereto, and referenced herein, are hereby incorporated within this Agreement as if set forth fully herein. 15. Governing Law This Agreement shallbe governed byand construed in accordance with the laws of the State of California, applicable to contracts made in that jurisdiction without reference to its conflicts of laws provisions. MissionSquare Retirement Agreement 11 of 21 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 98 of 142 Page 17 of 53 Attachment 1 Plan numbers 303896, 109623 In Witness Whereof, the parties hereto certify that they have read and understand this Agreement and all Schedules attached hereto and have caused this Agreement to be executed by their duly authorized officers as of the Inception Date first above written. CENTRAL CONTRA COSTA SANITARY DISTRICT a M Signature/Date Name and Title (Please Print) THE INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION doing business as M ISSIONSQUARE RETI REM ENT By 01 Erica McFarquhar Authorized Representative Please return an executed copy of the Agreement to a Delivery Address, either: (a) Via DocuSign (b) Electronically to ClientContracts ICMA-RC a@cmarc.org MissionSquare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 99 of 142 12 of 21 Page 18 of 53 Attachment 1 Plan numbers 303896, 109623 Exhibit A Administrative Services The administrative servicesto be performed by MissionSquare underthis Agreement shall be as follows: (a) Participant enrollment services are provided online. Employees will enroll online through a secure site or the Employer will enroll employees through the plan sponsorwebsite. (b) Establishment of participant accountsfor each employee participating in the Plan for whom MissionSquare receives appropriate enrollment instructions. MissionSquare is not responsible for determining if such Plan participants are eligible under the termsof the Plan. (c) Allocation in accordance with participant directions received in good order of individual participant accountsto investment funds offered under the Plan. (d) Maintenance of individual accountsfor participants reflecting amounts deferred, income, gain or loss credited, and amounts distributed as benefits. (e) Maintenance of recordsfor all participants for whom participant accounts have been established. These files shall include enrollment instructions (provided to MissionSquare through the participant website or the plan sponsor website), beneficiary designation instructions and all other documents concerning each participant's account. (f) Provision of periodic reports to the Employer through the plan sponsor website. Participants will have access to account information through Participant Services, Voice Response System, the participant website, and text access, and through quarterly statements that can be delivered electronically through the participant website or by postal service. (g) Communication to participants of information regarding their rights and elections under the Plan. (h) Making available Participant Services Representatives through atoll -free telephone number from 8:30 a.m. to 9:00 p.m. Eastern Time, Monday through Friday (excluding holidays and days on which the securities markets or MissionSquare are closed for business (including emergency closings)), to assist participants. (i) Making available access to MissionSquare'swebsite, to allow participants to access certain account information and initiate certain plan transactions at anytime. The participant website is normally available 24 hours a day, seven days a week except during scheduled MissionSquare Retirement Agreement 13 of 21 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 100 of 142 Page 19 of 53 Attachment 1 Plan numbers 303896, 109623 maintenance periods designed to ensure high - quality performance. The scheduled maintenance window is outlined at http s://accountacce ss.icmarc.org_ (j) Maintaining the security and confidentiality of client information through a system of controls including but not limited to, as appropriate: restricting plan and participant information only to those who need it to provide services, software and hardware security, access controls, data back-up and storage procedures, non -disclosure agreements, security incident response procedures, and audit reviews. (k) Making available access to MissionSquare's plan sponsor web site to allow plan sponsors to access certain plan information and initiate plan transactions such as enrolling participants and managing contributions at anytime. The plan sponsor web site is normally available 24 hours a day, seven days a week except during scheduled maintenance periods designed to ensure high -quality performance. The scheduled maintenance window currently is outlined at https://ezlink.icmarc.g- . (1) Distribution ofbenefits as agent forthe Employer in accordance with terms ofthe Plan. Participants who have separated from service can request distributions through the participant web site or via form. (m)Upon approvalbythe Employerthat a domestic relations orderis an acceptable qualified domestic relations order under the terms ofthe Plan, MissionSquare willestablish a separate accountrecord forthe alternate payee and provide forthe investment and distribution ofassets held thereunder. (n) Loans maybe made available on the terms specified in the Loan Guidelines, if loans are adopted bythe Employer. Participants can request loans through the participant website. (o) Guided Pathways Advisory Services—MissionSquare's participant advice service, "Fund Advice", maybe made available through a third -party vendor on the terms specified on MissionSquare's website. (p) MissionSquare will determine appropriate delivery method (electronic and/or print) for plan sponsor/participant communications and education based on a number of factors (audience, effectiveness, etc.). MissionSquare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 101 of 142 14 of 21 Page 20 of 53 Attachment 1 Plan numbers 303896, 109623 Exhibit B Performance Standards / Guarantees Below is a list of performance standards, dates and guaranteed amounts for proposed services. For each service, the date will represent the date service will be provided. For each service, the guarantee will be the amount of dollars payable if the standard is not met by the specified time. Respondents will confirm their acceptance of the standard (as well as date and guarantee amount) by checking "will meet". If respondent is "unable to meet" the standard, date or guarantee or chooses to "exceed" the standard, an explanation and proposed alternative standard / date / guarantee must be provided. Performance standards will be measured by mutually agreeable criteria. Where information regarding service performance is measured by the provider, provider must propose or describe a specific method / criteria for assessing compliance to standard. 1. Transition Services(period from formal approval to fund transition A. Pre -Transition Services Standard: Assure attendance at finalist meetings by ( ) Will meet representatives who will provide direct transition and ongoing services. () Unable to meet ( ) Will exceed Date: Finalist Meeting Guarantee: N/A B. Standard: Answer phone calls from plan sponsor contact designee within 24 () Will meet hours and describe method of measuring standard. () Unable to meet ( ) Will exceed Date: Transition Period. Guarantee: $100 per incident for failure to return phone calls from plan sponsor contact designee within 24 hours. C. Standard: Provide draft, customized contract (incorporating agreed -upon, ( ) Will meet proposed services). ( ) Unable to meet ( ) Will exceed Date: 30 Days after formal approval by City. Guarantee: $1,000. D. Standard: Respond, in writing with a copy to the plan sponsor, to phone or in- ( ) Will meet person complaints within 5 business days. ( ) Unable to meet IL ( ) Will exceed Date: Transition Period. Guarantee: $100 per incident of failure to respond to complaint within specified time. E. Standard: Comply with Sarbanes-Oxley Act requirements regarding notification of () Will meet blackout period. () Unable to meet ( ) Will exceed Date: Transition period. Guarantee: $1,000 plus the equivalent of any penalties that would be assessed. F. Standard: Finalize and publish performance standards and guarantees. () Will meet ( ) Unable to meet Date: Provide final copy to plan sponsor within 30 days of being selected by plan () Will exceed sponsor. Guarantee: $500 MissionSquare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 102 of 142 15 of 21 Page 21 of 53 Attachment 1 Plan numbers 303896, 109623 G. Standard: Provided agreed upon training to employees and retirees within ( ) Will meet transition period. () Unable to meet ( ) Will exceed Date: Transition period. Guarantee: $1,000 H. Standard: Provide draft PowerPoint and / or other communication material for () Will meet transition specifically for group meetings for separated employees / retirees. () Unable to meet ( ) Will exceed Date: 30 Days after formal approval. Guarantee: $500 for initial failure to provide within 30 days after formal approval and $500 per day thereafter. I. Standard: Draft communication to plan participants describing investment advice ( ) Will meet services and access. ( ) Unable to meet ( ) Will exceed Date: Delivered to plan sponsor within 60 days of fund transition. Guarantee: $500 for initial failure to provide within 60 days after formal approval and $500 per day thereafter. 2. Transition Exit(period from notification of non -renewal to transition A. Standard: Upon termination, provide: 1) last four quarters of transaction reports, 2) () Will meet current account balances, 3) past 12 months distribution and deferral information and () Unable to meet 4) loan or other outstanding payment amounts. ( )Will exceed Date: Within 30 business days after termination, provide secure report in electronic format. Guarantee: $1,000 for initial failure to provide and $500 per day thereafter. B. Standard: Upon termination, provide information as described in Section 8 in ( ) Will meet electronic format. () Unable to meet () Will exceed Date: Within 30 days of request. Guarantee: $1,000 on failure to provide information within timeframe. 3. Customer Services A. Standard: Telephone calls to service center(s) will be answered within 90 seconds ( ) Will meet 90% of the time. (Describe method used to measure standard). ( ) Unable to meet ( ) Will exceed Date: Quarterly summary due at annual performance standards report. Guarantee: $1,000 per year for failure to meet annual, calendar year average. B. Standard: Participant statements will be made available electronically or mailed ( ) Will meet to participants within 10 business days after quarter -end. ( ) Unable to meet ( ) Will exceed Date: Quarterly summary due at annual performance standards report. Guarantee: $5 per participant per quarter for each statement postmarked after 10 business days. C. Standard: Finalize customized web site providing hot link between plan sponsor ( ) Will meet and provider websites and draft participant communication advertising site content ( ) Unable to meet and way to access. ( ) Will exceed MissionSquare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 103 of 142 16 of 21 Page 22 of 53 Attachment 1 Plan numbers 303896, 109623 Date: Due 60 days after implementation. Guarantee: $500 for failure to provide live web site and participant announcement by end of 3rd month after implementation. D. Standard: Process investment fund transfers, contribution reconciliation and ( ) Will meet posting within one business day and describe method of measuring standard. () Unable to meet ( ) Will exceed Date: Quarterly summary due at annual performance standards report. Guarantee: Maximum $1,000 for failure to meet agreed -upon standard. E. Standard: Process distributions, rollover requests, in-service distributions, retiree () Will meet distribution requests within 5 working days of acceptable documentation and () Unable to meet describe method of measuring standard. () Will exceed Date: Quarterly summary due at annual performance standards report. Guarantee: $1,000 annually for failure to meet standard in 90% of actions. F. Standard: Review plan documents for legal, legislative compliance, identify policy ( ) Will meet issues between plan sponsor and provider and summarize, in writing, any ( ) Unable to meet recommended changes to documents. ( ) Will exceed Date: Within 180 days of fund transition and annually thereafter, in conjunction with annual performance standards report. Guarantee: $500 for failure to provide each written summary. G. Standard: Review investment policy and summarize, in writing, any ( ) Will meet recommended changes. ( ) Unable to meet ( ) Will exceed Date: Annually in conjunction with annual performance standards report. Guarantee: $500 for failure to provide review / summary within specified timeframe. H. Standard: Review education policy and summarize, in writing, any recommended () Will meet changes. () Unable to meet ( ) Will exceed Date: Annually in conjunction with annual performance standards report. Guarantee: $500 for failure to provide review / summary within specified timeframe. I. Standard: Provide written proposal of services and draft plan for ongoing () Will meet participant communication utilizing available educational resources (e.g. internet or () Unable to meet computer based training). () Will exceed Date: Within 180 days of fund transition and annually at 4th quarter meeting for following calendar year. Guarantee: $500 for failure to provide proposal within timeframe. K. Standard: Review, make determination and administer all unforeseeable ( ) Will meet emergency withdrawal and loan applications submitted by participants. ( ) Unable to meet ( ) Will exceed Date: Within five (5) business days of receiving application in good order. Guarantee: $500 for failure to provide within timeframe. MissionSquare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 104 of 142 17 of 21 Page 23 of 53 Attachment 1 Plan numbers 303896, 109623 4. Reports A. Standard: Provide written summary of Quarterly Reports (as described in Section ( ) Will meet 7.2) to plan sponsor. ( ) Unable to meet () Will exceed Date: Provided within 30 days of quarter -end. Guarantee: $500 per failure to provide reports by specified date. B. Standard: Provide written draft proposal for recommended reports that will be ( ) Will meet available to plan sponsor online (internet) including proposed access protocols. () Unable to meet () Will exceed Date: Within 90 days of fund transition. Guarantee: $500 for failure to provide written draft proposal within specified time. C. Standard: Provide written Plan / Participant Enhancement Services (as described ( ) Will meet in Section 7.5) to plan sponsor. () Unable to meet Date: Annual Summary in conjunction with annual performance standards report. () Will exceed Guarantee: $1,000 per month for failure to provide written report within specified time. D. Standard: Conduct training of plan sponsor -designated personnel on access to ( ) Will meet online reports and use of reporting capability. () Unable to meet () Will exceed Date: Within 120 days of fund transition Guarantee: $500 for failure to provide training within specified time. 5. Surveys A. Standard: Draft employee / participant satisfaction survey. ( ) Will meet () Unable to meet Date: Draft due to plan sponsor by end of 4th month after implementation. () Will exceed Guarantee: $500 if failure to provide draft survey. B. Standard: Distribute survey to all plan participants. ( ) Will meet ( ) Unable to meet Date: Distribution by end of 6th month after implementation. () Will exceed Guarantee: $500 if failure to distribute 30 days from date of final agreed upon survey content. C. Standard: Analyze survey results, provide executive summary and recommended ( ) Will meet actions. () Unable to meet () Will exceed Date: Complete by end of 8th month after implementation. Guarantee: $1,000 if Executive Summary and Recommended Actions are not provided within timeframe. MissionSquare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 105 of 142 18 of 21 Page 24 of 53 Attachment 1 Plan numbers 303896, 109623 D. Standard: Repeat survey process steps described above for surveys at annual ( ) Will meet anniversary of implementation. () Unable to meet () Will exceed Date: Executive Summary and Recommended Actions due by 2nd 3rd, and 4th annual anniversary of implementation. Guarantee: $1,000 for failure to provide Executive Summary and Recommended Actions by 2nd 3rd and 4t" annual anniversary of implementation. E. Standard: Survey results will average Satisfactory or Above and will be ( ) Will meet incorporated into Executive Summary and Recommended Actions document. () Unable to meet () Will exceed. Date: Due by 8t" month, 2nd 3rd and 41" annual anniversary of implementation. Guarantee: $1,000 for any survey results that fail to meet Satisfactory or Above 6. Educational Services A. Standard: Provide training to all decision -makers and administrative staff on ( ) Will meet 404(c) requirements. () Unable to meet () Will exceed Date: 90 days after fund transition and as requested by plan sponsor over the life of the contract. Guarantee: $500 for failure to provide on -site training within timeframe. B. Standard: Propose and schedule first year on -site training sessions and content of ( ) Will meet training for decision -makers and administrative personnel. () Unable to meet () Will exceed Date: Proposal within 90 days after fund transition and educational programs annually thereafter. Annual educational program proposals will be provided at 41" quarter meeting for following calendar year. Guarantee: $500 for failure to provide proposed training and $500 for failure to provide four training sessions in any year of contract. C. Standard: Develop and schedule new decision -maker training for plan sponsor ( ) Will meet identified new Committee members or administrative staff. () Unable to meet () Will exceed Date: Provide on -site training for identified new personnel within 30 days of notification by the Plan sponsor. Training will be on topics approved by plan sponsor. Guarantee: $500 for failure to provide training within specified timeframe. D. Standard: After implementation, provide mutually agreeable number of ( ) Will meet educational seminars annually to participants, on mutually agreeable topics and () Unable to meet format (virtual, in -person, or hybrid). () Will exceed Date: Propose training schedule and content within 90 days after fund transition and annually at 4t" quarter meeting for following year. Guarantee: $1,000 for failure to provide agreed -upon rou seminars. E. Standard: After implementation, provide newsletters to plan participants regarding ( ) Will meet plan benefits / issues. () Unable to meet () Will exceed Date: Quarterly. MissionSquare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 106 of 142 19 of 21 Page 25 of 53 Attachment 1 Plan numbers 303896, 109623 Guarantee: Annual $500 penalty for failure to provider quarterly newsletters F. Standard: Provide representative available on -site, virtually, or hybrid, for mutually ( ) Will meet agreeable number of days/hours per month to meet with plan participants. This () Unable to meet includes both the participant representative dedicated to the Plan, and a Certified () Will exceed Financial Planner. Date: Monthly. Guarantee: $1,000 per year if agreed -upon number of days is not provided for 3 or more months. I. Standard: Recommend, in writing, steps provider and plan sponsor may take to ( ) Will meet communicate and coordinate information regarding Social Security and all defined ( ) Unable to meet benefit pension resources. Incorporate into educational programs offered by provider. ( ) Will exceed Date: Within 180 days of fund transition. Guarantee: $1,000 for failure to provide within specified time. J. Standard: Provide up to 4 hours per quarter to plan sponsor decision -making and ( ) Will meet administrative personnel on mutually agreeable topics. () Unable to meet () Will exceed Date: Quarterly. Guarantee: $250 per quarter if education sessions are not provided. 7. Miscellaneous Performance Standards / Guarantees A. Standard: Provide web -ready copy of final agreed -upon Performance Standards / ( ) Will meet Guarantees. ( ) Unable to meet Date: Due upon implementation and annually after any mutually agreed -upon () Will exceed revisions and after presentation of performance standards report to Committee. Guarantee: $500 for each failure to provide web -ready document to plan sponsor. B. Standard: Provide agreed upon number of written copies of final agreed -upon ( ) Will meet Performance Standards / Guarantees to plan sponsor for distribution. () Unable to meet Will exceed ( Date: Implementation Date and 30 days after any mutually agreed -upon revisions. Guarantee: $500 for each failure to provide specified number of copies of final agreed - upon Performance Standards / Guarantees. MissionSquare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 107 of 142 20 of 21 Page 26 of 53 Attachment 1 Plan numbers 303896, 109623 C. Standard: Provide annual written summary report of all Performance Standards / ( ) Will meet Guarantees categories and present the results to the Committee. Post the report as a () Unable to meet web document for communication to plan participants. () Will exceed Date: 30 days after implementation and annually after any revisions and/or presentation of report to Committee. Guarantee: $1,000 for failure to provide web -ready document within specified timeframe. D. Standard: Include in the annual report required in TC any modifications / ( ) Will meet enhancements to Performance Standards / Guarantees. () Unable to meet Date: 30 days after annual anniversary of implementation. () Will exceed Guarantee: $1,000 for failure to provide written recommendations. E. Standard: Encrypt all laptops and remote computers carrying Plan sponsor ( ) Will meet participant information and provide written quarterly reports on any compromise of () Unable to meet data that occurs. Notify plan sponsor within 24 hours of discovery of any data () Will exceed compromise. Date: Immediate notification of any data compromise (within 24 hours of provider knowledge of compromise) and quarterly written reports. Guarantee: $100 for each participant information compromised and/or $1,000 for each quarter in which report not provided. F. Standard: Provide an initial plan document draft for the Plan sponsor's review and ( ) Will meet maintain document in ongoing compliance with all legislative, legal and regulatory ( ) Unable to meet requirements. ( )Will exceed Date: Provide draft Plan Document as part of the RFP response and maintain compliance with all changes throughout the term of the agreement. Guarantee: $1,000 if not maintained. If there are any Plan Document penalties for non-compliance in an IRS Audit provide the full amount of the penalty. MissionSquare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 108 of 142 21 of 21 Paqe 27 of 53 ADM INISTRATIVE SERVICES AGREEMENT for Central Contra Costa Sanitary District Type: 457 PTS Account #: 307144 .( MissiaoinSquare RETIREMENT March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 109 of 142 Page 28 of 53 Attachment 2 ADM IN ISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement ("Agreement"), made as of this day, (please enter date) , (herein referred to asthe "Inception Date"), between the International City Management Association Retirement Corporation doing business as MissionSquare Retirement ("MissionSquare"), a nonprofit corporation organized and existing under the lawsof the State of Delaware, and the Central Contra Costa Sanitary District ("Employer"), an Entity organized and existing under the laws of the State of California with an office at 5019 Imhoff Place, Martinez, California 94553. RECITALS Employer acts as public plan sponsor of a retirement plan ("Plan"), and in that capacity, has responsibility to obtain administrative services and investment alternatives for the Plan; VantageTrust is a group trust established and maintained in accordance with New Hampshire Revised Statutes Annotated section 391:1 and Internal Revenue Service Revenue Puling 81-100, 1981-1 C.B. 326, which provides for the commingled investment of retirement funds; MissionSquare, or itswholly owned subsidiary, actsas investment adviser to VantageTrust Company, LLC, the Trustee of VantageTrust; MissionSquare hasdesigned, and VantageTrust Company offers, aseries of separate funds (the "Funds") for the investment of plan assets as referenced in the Funds' principal disclosure documents, the Disclosure Memorandum and the Fact Sheets (together, "MissionSquare Disclosures"); and MissionSquare provides a range of services to public employers for the operation of employee retirement plans including, but not limited to, communications concerning investment alternatives, account maintenance, account recordkeeping, investment and tax reporting, transaction processing, and benefit disbursement. MissionSquare Retirement Agreement 1 of 11 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 110 of 142 Page 29 of 53 Attachment 2 Plan number 307144 AGREEM ENTS 1. Appointment of MissionSquare Employer hereby appoints MissionSquare as administrator of the Plan to perform all no nd iscretio nary functions necessary for the administration of the Plan. The functionsto be performed by MissionSquare shall be those set forth in Exhibit A to this Agreement. 2. Adoption of VantageTrust Employer has adopted the Declaration of Trust of VantageTrust Company and agrees to the commingled investment of assets of the Plan within VantageTrust. Employer agreesthat the investment, management, and distribution of amounts deposited in VantageTrust shall be subject to the Declaration of Trust, as it may be amended from time to time and shall also be subject to termsand conditions set forth in disclosure documents (such as the MissionSquare Disclosures or Employer Bulletins) asthose termsand conditions may be adjusted from time to time. 3. Exclusivity Agreement Employer agrees that for the initial or succeeding term of this Agreement specified in Section 11, so long as MissionSquare continues to perform in all material respects the services to be performed by it under this Agreement, Employer shall not obtain plan administration from anyone other than MissionSquare. Employer acknowledges that MissionSquare has agreed to the compensation to be paid to MissionSquare under this Agreement in the expectation that MissionSquare will be able to offset costs allocable to performing this Agreement with revenues arising from Employer's exclusive use of MissionSquare at the rates provided herein throughout the initial or succeeding term. 4. Employer Duty to Furnish Information Employer agrees to furnish to MissionSquare on a timely basis such information as is necessary for MissionSquare to carryout its responsibilitiesasAdministrator of the Plan, including information needed to allocate individual participant accountsto Funds in VantageTrust, and information asto the employment status of participants, and participant ages, addresses, and other identifying information (including tax identification numbers). Employer also agreesthat it will notify MissionSquare in a timely manner regarding changes in staff as it relates to various roles. Such notification is to be completed through the plan sponsor website. MissionSquare shall be entitled to rely upon the accuracy of any information that isfurnished to it by a responsible official of the Employer or MissionSquare Retirement Agreement 2 of 11 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 111 of 142 Page 30 of 53 Attachment 2 Plan number 307144 any information relating to an individual participant or beneficiary that is furnished by such participant or beneficiary, and MissionSquare shall not be responsible for any error arising from its reliance on such information. MissionSquare will provide reports, statements and account information to the Employer through the plan sponsor web site. Employer is required to send in contributions through the plan sponsor web site. Alternative electronic methods may be allowed but must be approved by MissionSquare for use. Contributions may not be sent through paper submittal documents. 5. MissionSquare Representations and Warranties MissionSquare represents and warrants to Employer that: (a) MissionSquare is a non-profit corporation with full power and authority to enter into this Agreement and to perform its obligations under this Agreement. The ability of MissionSquare, or its wholly owned subsidiary, to serve as investment adviser to VantageTrust Company is dependent upon the continued willingness of VantageTrust Company for MissionSquare, or its wholly owned subsidiary, to serve in that capacity. (b) MissionSquare is an investment adviser registered as such with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. (c) MissionSquare shall maintain and administer the Plan in accordance with the requirements for eligible deferred compensation plans under Section 457 of the Internal Revenue Code and other applicable federal law; provided, however, that MissionSquare shallnotbe responsible forthe eligible status ofthe Plan in the event that the Employer directs MissionSquare to administerthe Plan or disburse assets in a manner inconsistent with the requirements of Section 457 or otherwise causes the Plan not to be carried out in accordance with its terms. Further, in the event that the Employer uses its own customized plan document, MissionSquare shallnotbe responsible forthe eligible status ofthe Plan to the extent affected by terms in the Employer's plan document that differ from those in MissionSquare's model plan document. MissionSquare shallnotbe responsible formonitoring state or local law applicable to retirement plans or for administering the Plan in compliance with local or state requirements regarding plan administration unless Employer notifies MissionSquare of any such local or state requirements. MissionSquare Retirement Agreement 3 of 11 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 112 of 142 Page 31 of 53 Attachment 2 Plan number 307144 6. Employer Representations and Warranties Employer represents and warrants to MissionSquare that: (a) Employer is organized in the form and manner recited in the opening paragraph of this Agreement with full power and authority to enter into and perform its obligations under this Agreement and to act for the Plan and participants in the manner contemplated in this Agreement. Execution, delivery, and performance of this Agreement will not conflict with any law, rule, regulation or contract by which the Employer is bound or to which it is a party. (b) Employer understands and agrees that MissionSquare's sole function under this Agreement is to act as recordkeeper and to provide administrative, investment or other services at the direction of Plan participants, the Employer, its agents or designees in accordance with the terms of this Agreement. Under the terms of this Agreement, MissionSquare does not render investment advice, is neither the "Plan Administrator" nor "Plan Sponsor" as those terms are defined under applicable federal, state, or local law, and does not provide legal, tax or accounting advice with respect to the creation, adoption or operation of the Plan and its related trust. MissionSquare does not perform any service under this Agreement that might cause MissionSquare to be treated as a "fiduciary" of the Plan under applicable law, except, and only, to the extent that MissionSquare provides investment advisory services to individual participants enrolled in Guided Pathways Advisory Services. (c) Employer acknowledges and agrees that MissionSquare does not assume any resp onsib ility with respectto the selection orretention of the Plan's investment options. Employer shall have exclusive responsibility for the Plan's investment options, including the selection of the applicable mutual fund share class. (d) Employer acknowledges that certain such services to be performed by MissionSquare under this Agreement may be performed by an affiliate or agent of MissionSquare pursuant to one or more other contractual arrangements or relationships, and that MissionSquare reserves the right to change vendors with which it has contracted to provide services in connection with this Agreement without prior notice to Employer. MissionSquare Retirement Agreement 4 of 11 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 113 of 142 Page 32 of 53 Attachment 2 Plan number 307144 (e) Employer approves the use of its Plan in MissionSquare external media, publications and materials. Examples include press releases announcements and inclusion of the general plan information in request for proposal responses. 7. Particination in Certain Proceedings The Employer hereby authorizes MissionSquare to act as agent, to appear on its behalf, and to join the Employer as a necessary party in all legal proceedings involving the garnishment ofbenefits or the transfer ofbenefits pursuant to the divorce or separation of participants in the Plan. Unless Employer notifies MissionSquare otherwise, Employer consents to the disbursement by MissionSquare ofbenefits that have been garnished or transferred to a former spouse, current spouse, or child pursuant to a domestic relations order or child support order. 8. Compensation and Payment (a) Plan Administration Fee. The amount to be paid for plan administration services under this Agreement shall be 0.55% per annum of the amount of Plan assets invested in VantageTrust. Such fee shall be computed based on average daily net Plan assets in VantageTrust. (b) Account Maintenance Fee. There shall be an annual account maintenance fee of $18. The account maintenance fee will be assessed on a quarterly basis. (c) Compensation for Management Services to VantageTrust Company. Employer acknowledges that MissionSquare, or its wholly owned subsidiary, receives fees from VantageTrust Company for investment advisory services and plan and participant services furnished to VantageTrust Company. These fees are described in the MissionSquare Disclosures and AO MissionSquare'sfee disclosure statement. (d) Payment Procedures. All paymentsto MissionSquare pursuant to this Section 8 shall be madefrom Plan assetsheld by VantageTrust, to the extent not paid by the Employer. The amount of Plan assets administered by MissionSquare shall be adjusted as required to reflect any such payments as are made from the Plan. In the event that the Employer agrees to pay amounts owed pursuant to this Section 8 directly, any amounts unpaid and outstanding after 30 days of invoice to the Employer shall be withdrawn from Plan assets. MissionSquare Retirement Agreement 5 of 11 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 114 of 142 Page 33 of 53 Attachment 2 Plan number 307144 The compensation and payment set forth in this Section 8 are contingent upon the Employer's use of MissionSquare's plan sponsor website system for contribution processing and submitting contribution funds by ACH or wire transfer on a consistent basis over the term of this Ag reement. Employer further acknowledges and agrees that compensation and payment under this Agreement shall be subject to re -negotiation in the event that the Employer chooses to implement additional funds other than the MissionSquare PLUS Fund. 9. Indemnification MissionSquare shall not be responsible for any acts or omissions of any person with respect to the Plan or its related trust, other than MissionSquare in connection with the administration or operation of the Plan. Employer shall indemnify MissionSquare against, and hold MissionSquare harmless from, any and all loss, damage, penalty, liability, cost, and expense, including without limitation, reasonable attorney's fees, that may be incurred by, imposed upon, or asserted against MissionSquare by reason of any claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or person with respect to the Plan or its related trust, excepting only any and all loss, damage, penalty, liability, cost or expense resulting from MissionSquare'snegligence, bad faith, or willful misconduct. 10. Term This Agreement shall be in effect and commence on the date all parties have signed and executed this Agreement ("Inception Date"). The term of this Agreement will commence on the Inception Date and extend five (5) years from that date. This Agreement will be renewed automatically for each succeeding year unlesswritten notice of termination is provided by either party to the other no less than 60 days before the end of such Agreement year. The Employer understands and acknowledges that, in the event the Employer terminates this Agreement (or replaces the MissionSquare PLUS Fund of VantageTrust as an investment option in its investment line-up), MissionSquare retainsfull discretion to release Plan assets invested in the MissionSquare PLUS Fund in an orderly manner over a period of up to 12 months from the date MissionSquare receiveswritten notification from the Employer that it has made a final and binding selection of a replacement for MissionSquare as administrator of the Plan (or a replacement investment option for the MissionSquare PLUS Fund). MissionSquare Retirement Agreement 6 of 11 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 115 of 142 Page 34 of 53 Attachment 2 Plan number 307144 11. Amendments and Adjustments (a) This Agreement may be amended by written instrument signed by the p artie s. (b) MissionSquare may modify this Agreement by providing 60 days' advance written notice to the Employer prior to the effective date ofsuch proposed modification. Such modification shallbecome effective unless, within the 60-day notice period, the Employer notifies MissionSquare in writing that it objects to such modification. (c) The parties agree that enhancements may be made to administrative services under this Agreement. The Employer will be notified of enhancements through the Employer Bulletin, quarterly statements, electronic messages or special mailings. Likewise, if there are any reductions in fees, these will be announced through the Employer Bulletin, quarterly statement, electronic messages or specialmailing. 12. Notices Unless otherwise provided in this Agreement, all notices required to be delivered under this Agreement shall be in writing and shall be delivered, mailed, e-mailed or faxed to the location ofthe relevant party set forth below or to such other address orto the attention ofsuch otherpersons as such partymay hereafter specifybynotice to the other party. MissionSquare: Legal Department, MissionSquare, 777 North Capitol Street, N.E., Suite 600, Washington, D.C., 20002-4240 Facsimile; (202) 962-4601 Employer: at the office set forth in the first paragraph hereof, or to any other address, facsimile number or e-mail address designated by the Employer to receive the same by written notice similarly 1 given. 'do Each such notice, request or other communication shall be effective: (i) if given by facsimile, when transmitted to the applicable facsimile number and there is appropriate confirmation of receipt; (ii) if given by mail or e-mail, upon transmission to the designated address with no indication that such address is invalid or incorrect; or (iii) if given by any other means, when actually delivered at the aforesaid address. MissionSquare Retirement Agreement 7 of 11 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 116 of 142 Page 35 of 53 Attachment 2 Plan number 307144 13. Complete Agreement This Agreement shall constitute the complete and full understanding and sole agreement between MissionSquare and Employer relating to the object of this Agreement and correctly sets forth the complete rights, duties and obligations of each party to the other as of its date. This Agreement supersedes all written and oral agreements, communications or negotiations among the parties. Any prior agreements, promises, negotiations or representations, verbal or otherwise, not expressly set forth in this Agreement are of no force and effect. 14. Title s The headings of Sections of this Agreement and the headings for each of the attached schedules are for convenience only and do not define or limit the contents thereof. 15. Incorporation of Exhibits All Exhibits (and any subsequent amendments thereto), attached hereto, and referenced herein, are hereby incorporated within this Agreement as if set forth fully herein. 16. Governing Law This Agreement shallbe governed byand construed in accordance with the laws of the State of California, applicable to contracts made in that jurisdiction without reference to its conflicts of laws provisions. MissionSquare Retirement Agreement 8 of 11 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 117 of 142 Page 36 of 53 Attachment 2 Plan number 307144 In Witness Whereof, the parties hereto certify that they have read and understand this Agreement and all Schedules attached hereto and have caused this Agreement to be executed by their duly authorized officers as of the Inception Date first above written. CENTRAL CONTRA COSTA SANITARY DISTRICT a M Signature/Date Name and Title (Please Print) THE INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION doing business as M ISSIONSQUARE RETI REM ENT By ; 01 Erica McFarquhar Authorized Representative Please return an executed copy of the Agreement to a Delivery Address, either: (a) Via DocuSign (b) Electronically to ClientContracts ICMA-RC a@cmarc.org Mission5quare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 118 of 142 9of11 Page 37 of 53 Attachment 2 Plan number 307144 Exhibit A Administrative Services The administrative servicesto be performed by MissionSquare underthis Agreement shall be as follows: (a) Participant enrollment services are provided online. Employees will enroll online through a secure site or the Employer will enroll employees through the plan sponsorwebsite. (b) Establishment of participant accountsfor each employee participating in the Plan for whom MissionSquare receives appropriate enrollment instructions. MissionSquare is not responsible for determining if such Plan participants are eligible under the termsof the Plan. (c) Allocation in accordance with participant directions received in good order of individual participant accountsto investment funds offered under the Plan. (d) Maintenance of individual accountsfor participants reflecting amounts deferred, income, gain or loss credited, and amounts distributed as benefits. (e) Maintenance of recordsfor all participants for whom participant accounts have been established. These files shall include enrollment instructions (provided to MissionSquare through the participant website or the plan sponsor website), beneficiary designation instructions and all other documents concerning each participant's account. (f) Provision of periodic reports to the Employer through the plan sponsor website. Participants will have access to account information through Participant Services, Voice Response System, the participant website, and text access, and through quarterly statements that can be delivered electronically through the participant website or by postal service. (g) Communication to participants of information regarding their rights and elections under the Plan. (h) Making available Participant Services Representatives through atoll -free telephone number from 8:30 a.m. to 9:00 p.m. Eastern Time, Monday through Friday (excluding holidays and days on which the securities markets or MissionSquare are closed for business (including emergency closings)), to assist participants. (i) Making available access to MissionSquare'swebsite, to allow participants to access certain account information and initiate certain plan transactions at anytime. The participant website is normally available 24 hours a day, seven days a week except during scheduled MissionSquare Retirement Agreement 10 of 11 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 119 of 142 Page 38 of 53 Attachment 2 Plan number 307144 maintenance periods designed to ensure high - quality performance. The scheduled maintenance window is outlined at http s://accountacce ss.icmarc.org_ (j) Maintaining the security and confidentiality of client information through a system of controls including but not limited to, as appropriate: restricting plan and participant information only to those who need it to provide services, software and hardware security, access controls, data back-up and storage procedures, non -disclosure agreements, security incident response procedures, and audit reviews. (k) Making available access to MissionSquare's plan sponsorweb site to allow plan sponsors to access certain plan information and initiate plan transactions such as enrolling participants and managing contributions at anytime. The plan sponsor web site is normally available 24 hours a day, seven days a week except during scheduled maintenance periods designed to ensure high -quality performance. The scheduled maintenance window currently is outlined at https://ezlink.icmarc.g- . (1) Distribution ofbenefits as agent forthe Employer in accordance with terms ofthe Plan. Participants who have separated from service can request distributions through the participant web site or via form. (m)Upon approvalbythe Employerthat a domestic relations orderis an acceptable qualified domestic relations order under the terms ofthe Plan, MissionSquare willestablish a separate accountrecord forthe alternate payee and provide forthe investment and distribution ofassets held thereunder. (n) Loans maybe made available on the terms specified in the Loan Guidelines, if loans are adopted bythe Employer. Participants can request loans through the participant website. (o) Guided Pathways Advisory Services—MissionSquare's participant advice service, "Fund Advice"maybe made available through a third -party vendor on the terms specified on MissionSquare's website. (p) MissionSquare will determine appropriate delivery method (electronic and/or print) for plan sponsor/participant communications and education based on a number of factors (audience, effectiveness, etc.). MissionSquare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 120 of 142 11 of 11 Page 39 of 53 ADM IN I STRATIVE SERVICES AGREEM for Central Contra Costa Sanitary District Type: RHS Account Number: 800324, 800025 MissimEnSquare March 21, 2023 Regular FINANCE Committee Meeting Age Page 40 of 53 Attachment 3 ADM IN I STRATIVE SERVICES AGREEMENT This Agreement, made as of this day, (please enter date) (herein referred to as the "Inception Date"), between The International City Management Association Retirement Corporation doing business as MissionSquare Retirement ("MissionSquare"), a nonprofit corporation organized and existing under the laws of the State of Delaware; and the Central Contra Costa Sanitary District ("Employer") a local governmental instrumentality organized and existing under the laws of the State of California with an office at 5019 Imhoff Place, Martinez, California 94553. RECITALS Employer actsasa public plan sponsorfor a retiree health plan with responsibility to obtain investment alternatives and services for employees participating in that plan; Employer desires to make the Retirement Health Savings ("RHS') Program provided by MissionSquare available to its employees through the Employer's integral part trust ("Trust") and the Employer's welfare benefits plan ("Plan"); MissionSquare, or its wholly owned subsidiary, acts as investment adviser to VantageTrust Company, LLC ("VTC"), the Trustee of VantageTrust II Multiple Collective Investment Funds Trust ("VantageTrust II); VantageTrust II is a group trust established and maintained in accordance with New Hampshire Revised Statutes Annotated section 391:1 and Internal Revenue Service Revenue Rulings 81-100 and 2011-1, which provides for the collective investment and reinvestment of assets of certain tax-exempt, governmental pension and profit sharing plans, and retiree welfare plans, and other eligible investors; VTC makesaseriesof separate funds (the "MSQ Funds Class S") available through VantageTrust II for the investment of plan assets as referenced in the Declaration of Trust and Disclosure Memorandum ("Disclosure Materials"); The MSQ Funds Class S are available only through adoption of VantageTrust II; and MissionSquare provides a complete offering of services to public employers for the operation of employee retirement and retiree health savings plans including, MissionSquare Retirement Agreement 2 of 14 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 122 of 142 Page 41 of 53 Plan # 800324, 80002 �ttachment 3 but not limited to, communications concerning investment alternatives, account maintenance, account record -keeping, investment and tax reporting, form processing, and benefit disbursement. AGREEM ENTS 1. Acceptance of RHS Program Employera agrees make the RHSPro ram provided b MissionSquare 9 g p Y Sq available to its employees. The details of the RHS Program shall be as mutually agreed between the Employer and MissionSquare, and in general shall be asset forth in the RHS Program materials developed by MissionSquare and provided to Employer. The RHS Program materials are hereby incorporated by reference and made a part of this Agreement, except that Employer and MissionSquare may from time to time mutually agree in writing to terms that vary from the RHS Program materials. RHS Program materials shall include the VantageCare RHS Emp/oyerManua/, available electronically through the plan sponsor website upon adoption of the RHS Program. 2 Appointment of MissionSquare Employer hereby appoints MissionSquare asthe exclusive Recordkeeper for the RHS Plan to perform all non -discretionary functions necessary for the administration of the RHS Plan with respect to assets in the RHS Plan transferred to its administration. The functionsto be performed by MissionSquare and its agents include: (a) allocation in accordance with participant direction of individual accounts to investment funds ("Funds") made available to Plan participants; (b) maintenance of individual accounts for participants reflecting amounts contributed, income, gain, or loss credited, and amounts disbursed as benefits; A) provision of periodic reportsto the Employer and participantsof the status of Plan investments and individual accounts; (d) communication to participants of information regarding their rights and elections under the Plan; (e) disbursement of benefits as agent for the Employer in accordance with terms of the Plan; and MissionSquare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 123 of 142 3of15 Page 42 of 53 Plan # 800324, 80002�ttachment3 (fj performance of tax withholding and reporting in conjunction with the Employer for each RHS account. 3. Employer Duty to Furnish Information Employer agrees to furnish to MissionSquare on a timely basis such information as is necessary for MissionSquare to carry out its responsibilities with respect to the Plan, including information needed to allocate individual p articip ant accounts to Funds, and information as to the benefit eligibility and employment status of participants, and participants' ages, addresses, dependents, spouses and other identifying information (including tax identification numbers). Employer also agrees that it will notify MissionSquare in a timely manner regarding changes in staff as it relates to various roles. This is to be completed through the plan sponsorwebsite. MissionSquare shallbe entitled to relyupon the accuracyofany information that is furnished to it by a responsible official of the Employer or any information relating to an individual participant, spouse or dependent that is furnished by such participant, spouse or dependent, and MissionSquare shallnot be responsible for any error arising from its reliance on such information. MissionSquare will provide reports, statements and account information to the Employer through the plan sponsor website. To the extent Employer selects third -party funds that do not have fund profile information provided to MissionSquare through our electronic data feeds from external sources (such as Morningstar)orthird partyfund providers, the Employer is responsible for providing to MissionSquare timely fund investment updates for disclosure to Plan participants. Such updates maybe provided to MissionSquare through the Employer's investment consultant or other designated representative. 4. MissionSquare Representations and Warranties MissionSquare represents and warrants to Employer that: (a) MissionSquare is a non-profit corporation with fullpower and authority to enter into this Agreement and to perform its obligations under this Agreement. (b) MissionSquare is an investment adviser registered as such with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. (c) MissionSquare willhandle participant information in the manner described in the Business Associate Agreement to be executed between the Plan and MissionSquare, a form ofwhich is provided as Exhibit Ato this Agreement. MissionSquare Retirement Agreement 4 of 15 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 124 of 142 Page 43 of 53 Plan # 800324, 80002�ttachment3 5. Employer Representations and Warranties Employer represents and warrants to MissionSquare that: (a) Employer is organized in the form and manner recited in the opening paragraph of this Agreement with full power and authority to enter into and perform its obligations under this Agreement and to act for the Plan and participants in the manner contemplated in this Agreement. Execution, delivery, and performance of this Agreement will not conflict with any law, rule, regulation or contract by which the Employer is bound or to which it is a party. (b) Information required to be retained by the Employer shall be set forth in the RHS Program materials developed by MissionSquare and provided to the Employer. (c) Employer is required to send in contributions through the plan sponsor website, the online plan administration toolprovided by MissionSquare. (d) Employer is responsible for determining that there are no state or local laws that would prohibit it from establishing the RHS Program. Employer is also responsible for determining that the investments selected for the Plan fall within state or local requirements. MissionSquare shall not be responsible for monitoring state or locallaw applicable to retirement plans or for administering the Plan in compliance with localor state requirements unless Employer notifies MissionSquare of any such local or state requirements. (e) Employer acknowledges that the RHS Plan is a "health plan" for Health Insurance Portability and Accountability Act ("HIPAN) purposes and therefore is subject to HIPAA privacy rules. Employer also acknowledges that the RHS Plan is a Health Reimbursement Arrangement, subject to applicable provisions of the Affordable Care Act ("ACA"). An employer sponsoring the Plan is responsible for complying with the HIPAA privacy and security rules with respect to allprotected health information created, maintained, received, or transmitted in relation to the Plan and is responsible for complying with the ACA. (f) Employer acknowledges that certain such services to be performed by MissionSquare under this Agreement may be performed by an affiliate or agent of MissionSquare pursuant to one or more other contractual arrangements or relationships, and that MissionSquare reserves the right to change vendors with which it has contracted to provide services in MissionSquare Retirement Agreement 5 of 15 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 125 of 142 Page 44 of 53 Plan # 800324, 80002 �ttachment 3 connection with this Agreement without prior notice to Employer. (g) Employer acknowledges and agrees that MissionSquare does not assume any responsibility with respect to the selection or retention of the Plan's investment options. Employer shall have exclusive responsibility for the selection and retention of the Plan's investment options, including the selection ofthe applicable mutual fund share class. (h) Employer confirms that it has executed a Participation Agreement for VantageTrust H and acknowledges that it has received the Disclosure Materials. 6. Participation in Certain Proceeding The Employer hereby authorizes MissionSquare to act as agent, to appear on its behalf, and to join the Employer as a necessary party in all legal proceedings regarding the Plan involving the garnishment of benefits or the transfer of benefits pursuant to a medical child support order. Unless Employer notifies MissionSquare otherwise, Employer authorizes MissionSquare to determine whether disbursement ofbenefits to a spouse or child pursuant to a medical child support order is appropriate. 7. Compensation and Payment Absent an explicit agreement to the contrary between MissionSquare and Employer, participant fees and expenses shall be payable from RHS assets, in accordance with the requirements of the RHS Program as set forth below. (a) For RHSassets in the MSQ Funds Class S, other than the S11 class of the MissionSquare PLUSFund (i) Asset -based fees will be included in the daily unit value of each MSQ Fund Class S, and (b,6. No separate asset -based fees will be assessed. (c) For the S1 1 class of the MissionSquare PLUS Fund and for assets in Funds other than the MSQ Funds Class S, an annual asset fee of 0.55% (55 basis points) will be charged on a monthly or quarterly basis, depending on the funds selected. Quarterly charges are based on the balance in the account on the last day of the previous quarter. Monthly chargesare based on the average balance forthe previous month. (d) A $ 25 annual account administration fee will be charged quarterly to each Accountholder's account. MissionSquare Retirement Agreement 6 of 15 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 126 of 142 Page 45 of 53 Plan # 800324, 80002 �ttachment 3 (e) Asset -based fees and the annual account administration fee is subject to change with appropriate prior notification. (f) Payments from Third -Party Funds. MissionSquare receives administrative fees from its third -party mutual fund settlement and clearing agent for providing administrative and other servicesbased on assets invested in third -party mutual funds; such administrative fees come from payments made by third -party mutual funds to the settlement and clearing agent. MissionSquare may also receive administrative fees from other types of third -party funds. fir/ 8. Responsibility (a) MissionSquare shall not be responsible for any acts or omissions of any person with respect to the Plan, or its related Trust, other than MissionSquare in connection with the administration or operation of the Plan or its related Trust. (b) The Employer understands that, as a general matter, the Internal Revenue Service ("IRS') may decline to rule on certain design features or provisions that the Employer may request to have added to the RHS Program materials. The Employer agrees to hold MissionSquare harmless in connection with the addition and administration of any Plan feature or provision requested by the Employer for which the IRS will not provide express interpretive guidance. 9. Indemnification Employer shall indemnify MissionSquare against, and hold MissionSquare harmless from, any and all loss, damage, penalty, liability, cost, and expense, including without limitation, reasonable attorney'sfees, that may be incurred by, imposed upon, or asserted against MissionSquare by reason of any claim, regulatory proceeding, or litigation arising from any act done or omitted to be done by any individual or person with respect to the Plan or its related Trust, excepting only any and all loss, damage, penalty, liability, cost or expense resulting from MissionSquare'snegligence, bad faith, or willful misconduct. 10. Term This Agreement shall be in effect for an initial term beginning on the Inception Date and ending 5 years after the Inception Date. This Agreement will be renewed automatically for each succeeding year unless written notice of termination is provided by either party to the other no less than 60 days before MissionSquare Retirement Agreement 7 of 15 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 127 of 142 Page 46 of 53 Plan # 800324, 80002�ttachment3 the end of such Agreement year. The Employer understands and acknowledges that, in the event the Employer terminates this Agreement (or replaces the MissionSquare PLUS Fund of VantageTrust H as an investment option in its investment line-up), MissionSquare retains full discretion to release Plan assets invested in the MissionSquare PLUS Fund in an orderly manner over a period of up to 12 months from the date MissionSquare receives written notification from the Employer that it has made a final and binding selection of a replacement for MissionSquare as administrator of the Plan (or a replacement investment option for the MissionSquare PLUS Fund). 11. Amendments and Adjustments I -ay (a) This Agreement may be amended by written instrument signed by the p artie s. (b) The parties agree that only an adjustment to compensation or administrative and operational services under this Agreement may be implemented by MissionSquare through a proposal to the Employer via correspondence or the Employer Bulletin. The Employer will be given at least 60 days to review the proposal before the effective date of the adjustment. Such adjustment shallbecome effective unless, within the 60- dayperiod, the Employer notifies MissionSquare in writing that it does not accept such adjustment, in which event the parties will negotiate with respect to the adjustment. (c) No failure to exercise and no delay in exercising any right, remedy, power or privilege hereunder shall operate as a waiver of such right, remedy, power or privilege. 12. Notices All notices required to be delivered under this Agreement shall be delivered electronically, personally or by registered or certified mail, postage prepaid, return receipt requested, to (i) Legal Department, ICMARetirement Corporation, 777 North Capitol Street, N.E., Suite 600, Washington, D.C, 20002-4240; (ii) Employer at the office set forth in the first paragraph hereof, or to any other address designated by the party to receive the same by written notice similarly given. 13. Complete Agreement This Agreement, with an executed Business Associate Agreement, shallconstitute the sole agreement between MissionSquare and Employer relating to the object of this Agreement and correctly sets forth the complete rights, duties and MissionSquare Retirement Agreement 8 of 15 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 128 of 142 Page 47 of 53 Plan # 800324, 80002 �ttachment 3 obligations of each party to the other as of its date. Any prior agreements, promises, negotiations or representations, verbal or otherwise, not expressly set forth in this Agreement are of no force and effect. 14. Governing Law This agreement shall be governed by and construed in accordance with the laws of the State of California, applicable to contracts made in that jurisdiction without reference to its conflicts of laws provisions. r In Witness Whereof, the parties hereto have executed this Agree nthe Inception Date first above written. CENTRAL CONTRA COSTA SA ITARY DISTRICT By Signature/ ate Name and Title (Please Print) THE INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION doing businessas M ISSI0NSQUARE RETI REM ENT 0 Erica McFarquhar Authorized Representative Please return an executed copy of the Agreement to a Delivery Address. either: (a) Via DocuSign (b) Electronically to ClientContracts—ICMA-RC@-nissionsq.org Mission5quare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 129 of 142 9of15 Page 48 of 53 Plan # 800324, 80002 �ttachment 3 Exhibit A RHSHIPAABUSINESSASSOCIATEAGREEMENT FOR PLAN NUMBERS800324, 800025 This Business Associate Agreement ("BA Agreement") supplements and is made part of the Administrative Services Agreement entered into between Central Contra Costa Sanitary District on behalf of Plan Numbers 800324, 800025 ("Covered Entity" or "Central Contra Costa Sanitary District RHS") and The International City Management Association Retirement Corporation doing business as MissionSquare Retirement ("Business Associate") on (please enter date) , and is effective as of the effective date of the Administrative Services Agreement (the "Effective Date"). RECITALS Covered Entity is a group health plan that reimburses medical expenses for eligible participants, their spouses, and their dependents. Under the Health Information Portability and Accountability Act of 1996 ("HIPAA"), Covered Entity is required to enter into this BA Agreement to obtain satisfactory assurances that Business Associate will appropriately safeguard all Protected Health Information ("PHI"), as defined herein, that is created, maintained, received, or transmitted by Business Associate on behalf of Covered Entity. Business Associate is a record keeper providing administrative services to Covered Entity. In general, Business Associate will not have access to information that would traditionally be considered PHI because participant medical information used to substantiate reimbursements is sent directly to and reviewed by a third -party claims processor. The third -party claims processor has agreed to protect PHI that it creates, maintains, receives, or transmits in a manner that is consistent with and as stringent as the terms agreed to by Business Associate under this BA Agreement with respect to information that could be considered PHI. Business Associate has accessto information that might be interpreted as PHI, including an individual's participation in the plan, reimbursement amounts, and the timing of reimbursements. In consideration of the mutual promisesbelow and the exchange of information pursuant to this BA Agreement and in order to comply with all legal requirements for the protection of this information, Covered Entity and Business Associate agree as follows: 1. DEFINITIONS a. The following terms used in this BA Agreement shall have the same meaning as those terms are defined in the HIPAA Rules: Breach, Data Aggregations, Designated Record Set, Disclosure, Health Care Operations, Minimum Necessary, Notice of Privacy Practices, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. Mission5quare Retirement Agreement 10 of 15 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 130 of 142 Page 49 of 53 Plan # 800324, 80002 �ttachment 3 b. "Administrative Services Agreement" refers to a separate agreement outlining the services MissionSquare will provide to Covered Entity and the terms and conditions governing the provision of such services. The Administrative Services Agreement is made between MissionSquare and Central Contra Costa Sanitary District RHS or its sponsor, acting on behalf of Central Contra Costa Sanitary District RHS. c. "Business Associate" shall have the same meaning as the term "business associate" at 45 CFR 160.103, and in reference to this BA Agreement shall mean MissionSquare. d. "Covered Entity" shall have the same meaning as the term "covered entity" at 45 CFR 160.103, and in reference this BA Agreement, shall mean Central Contra Costa Sanitary District RHS. e. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. f. "Privacy Rule" shall mean the Privacy Standards and Implementation Specifications at 45 CFR 170 and 164, Subparts A and E. g. "Protected Health Information" ("PHI") shall have the same meaning as the term "protected health information" in 45 CFR § 160.103, limited to the information created, received, maintained, or transmitted by Business Associate from or on behalf of Covered Entity pursuant to this Agreement. h. "Security Rule" shall mean the Security Standards and Implementation Specifications at 45 CFR Parts 160 and 164, Subparts and C. 2. OBLIGATIONSAND ACTIVITIES OF BUSINESSASSOCIATE Business Associate agrees to: a. Not Use or Disclose PHI other than as permitted or required by this BA Agreement or as required by law. b. Use appropriate safeguards to prevent Use or Disclosure ofPHI other than as provided for bythis BAAgreement, and complywith subpart of 45 CFRPart 164 with respect to electronic PHI in Business Associate's custody or control, to prevent Use or Disclosure of PHI other than as provided for by this BA Agreement. c. Reportto Covered EntityanyUse or Disclosure ofPHInot provided forbythe BA Agreement of which it becomes aware not more than 60 calendar days after Business Associate discovers such non -permitted Use or Disclosure, including Breaches ofUnsecured PHIas required at 45 CFR 164.410, and any Security Incident for which it becomes aware. MissionSquare Retirement Agreement 11 of 15 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 131 of 142 Page 50 of 53 Plan # 800324, 80002 �ttachment 3 d. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information. e. Make available, within 30 calendar days of the request of Covered Entity, PHI in a Designated Record Set in Business Associate's custody or control, to Covered Entity, or as Directed by Covered Entity, to an individual, so that Covered Entity may meet its access obligations under 45 CFR§ 164.524. f. Make any amendment(s) to PHI in a Designated Record Set in Business Associate's custody or control as directed in writing by the Covered Entity pursuant to 45 CFR164.526 no laterthan 60 daysafter receipt of such request, so that Covered Entity may meet its amendment obligations under 45 CFR 164.526. g. Maintain and make available the information required to provide an accounting of Disclosures to the Covered Entity as requested by Covered Entity in writing and as necessary to satisfy the Covered Entity's obligations under 45 CFR 164.528. h. Make its internal practices, books, and records, available to the Secretary for purposes of determining compliance with the HIPAA Rules. i. Not directly or indirectly receive remuneration in exchange of PHI. j. Comply with the administrative simplification rules applicable to standard transactions, if Business Associate conducts such transactions under the electronic data interchange rules on behalf of Covered Entity. k. To the extent the parties agree that Business Associate will carry out directly one or more of Covered Entity's obligations under the Privacy Rule, the Business Associate will comply with the requirements of the Privacy Rule that apply to the Covered Entity in the performance of such obligations. 3. PERMITTED USESAND DISCLOSURES BY BUSINESSASSOCIATE a. Business Associate may only Use or Disclose PHI as necessary to perform the services set forth in the Administrative Services Agreement and as permitted by this BA Agreement. b. Business Associate may Use or Disclose PHI as required by law or to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR 164.5020)(i). Mission5quare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 132 of 142 12 of 15 Page 51 of 53 Plan # 800324, 80002�ttachment3 c. Except as otherwise limited bythis BAAgreement, Business Associate agrees to make Uses and Disclosures and requests for PHI consistent with the Covered Entity's Minimum Necessary policies and procedures when such are provided by the Covered Entity to Business Associate. d. Business Associate is authorized to de -identify information in accordance with 45 CFR 164.514(a)-(c). e. Business Associate may not Use or Disclose PHI in a manner that would violate Subpart Eof 45 CFR Part 164 if done by Covered Entity, except for the specific Uses and Disclosures set forth below. f. Business Associate may Use PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. g. Business Associate may provide Data Aggregation services relating to the Health Care Operations of the Covered Entity. 4. OBLIGATIONS AND ACTIVITIES OF COVERED ENTITY .p— a. Covered Entity shall notify Business Associate of any limitations in the Notice of Privacy Practices that Covered Entityprovides to individuals pursuant to 45 CFR 164.520, to the extent that such limitation may affect Business Associate's Use or Disclosure of PHI. b. Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an individual to Use or Disclose his or her PHI, to the extent that such changes may affect Business Associate's Use or Disclosure of PHL c. Covered Entity shall notify Business Associate ofanyrestrictions on the Use or Disclosure ofPHIthat Covered Entityhas agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate's Use or Disclosure of PHI. d. Covered Entity shall not request Business Associate to Use or Disclose PHIin any manner that would notbe permissible under SubpartEof45 CFRPart 164 ifdone by Covered Entity,exceptto the extent that Business Associate will Use or Disclose PHIfor Data Aggregation ormanagement and administration and legal responsibilities ofthe Business Associate. e. Covered Entity shall notify Business Associate of any confidential communication requests with which the Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent such requests would affect Business Associate's Use or Disclosure ofPHL 5. TERM AND TERMINATION MissionSquare Retirement Agreement 13 of 15 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 133 of 142 Page 52 of 53 Plan # 800324, 80002 �ttachment 3 a. This BA Agreement shall be effective as of the Effective Date, and shall terminate upon the termination of the Administrative Services Agreement, subject to the provisions below regarding the return or destruction of PHI. b. Business Associate authorizes termination of this BA Agreement by Covered Entity, if Covered Entity determines Business Associate hasviolated a material term of the BA Agreement, and Business Associate has not cured the Breach or ended the violation, following written notice to the Business Associate, within a reasonable period of time not to exceed any reasonable cure period defined in the Administrative Services Agreement. c. Upon termination of this BA Agreement for any reason, Business Associate, with respect to PHI Received from Covered Entity, or created, maintained, or received from Business Associate on behalf of Covered Entity, shall: i. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; ii. Return to Covered Entity or, if agreed to by Covered Entity, destroythe remaining PHIthat the Business Associate still maintains in any form; iii. Continue to use appropriate safeguards and complywith Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent Use or Disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains PHI; iv. Not Use or Disclose the PHIretained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set out at Paragraph 3(f); v. Return to Covered Entity or, if agreed to Covered Entity, destroy the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities; Vi. Notwithstanding any other provision of this BA Agreement, upon termination, Business Associate may also transmit PHI to another 4 Business Associate of the Covered Entity upon the written request of the Covered Entity. d. The obligations of Business Associate under Section 5, Term and Termination, shall survive the termination of this BA Agreement. 6. GENERAL PROVISIONS a. A reference in this BA Agreement to a section in the HIPAA Rules means the section as in effect or amended. Mission5quare Retirement Agreement March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 134 of 142 14 of 15 Page 53 of 53 Plan # 800324, 80002 �ttachment 3 b. The parties agree to take such action as is necessary to amend this BA Agreement from time to time as is necessary for compliance with the requirements ofthe HIPAARules and any other applicable laws. c. Any ambiguity in this BA Agreement shall be interpreted to permit compliance with the HIPAA rules. d. Nothing in this BA Agreement shall be construed as creating any rights or benefits to any third parties. e. The invalid ity and u nenfo rceab i I ity of any provision of this BA Agreement shall not affect the enforceability of any other provision of this BA Agreement or the Administrative Services Agreement, which shall remain in full force and effect. f. All notices and communications required by this BA Agreement shall be in writing. Such notices and communications shall be given in one of the following forms: (i) by delivery in person, (ii) by a nationally recognized, next - day courier service, (iii) by first-class, registered or certified mail, postage prepaid, or (iv) by electronic mail to the address that each party specifies in writing. g. This BA Agreement and the Administrative Services Ag ree m e nt constitute the entire agreement between the parties with respect to its subject matter and constitute and supersede all prior agreements, representations, and understandings of the parties, written or oral, with regard to the same subject matter. CENTRAL CONTRA COSTA SANITARY DISTRICT RHS ME Signature / Date Name and Title (Please Print) THE INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION doing business as MISSION SQUARE RETI REM ENT 1A Erica McFarquhar Authorized Representative Mission5quare Retirement Agreement 15 of 15 March 21, 2023 Regular FINANCE Committee Meeting Agenda Packet - Page 135 of 142